XM Alert: 100% Commercial-Free Music

[Klaus]

Dear XM Subscriber:

First, from all of us at XM, thank you for being a valued member of the XM family.

From every vantage point XM had a spectacular 2003. Ending the year with over 1.36 million subscribers, XM Satellite Radio is one of the fastest growing entertainment media ever. Building on this tremendous momentum, we're delighted to announce several programming content enhancements in 2004 we know you're going to love.

First, XM will offer 100% COMMERCIAL-FREE MUSIC beginning February 1st. With 68 commercial-free music channels, XM will deliver the most commercial-free music in satellite radio. From Rock to Jazz, Classical to Hip-Hop, Country to R&B, you'll now enjoy more of the music you love, without commercial interruption.

Complementing the move to 100% commercial-free music will be the debut of exciting new channels, including:
* Highway 16 - Today's top Country Hits - Ch. 16
* The Blend - Adult Contemporary Hits - Ch. 25
* Fungus - Punk Rock - Ch. 53
* Lucy - Classic Alternative Hits - Ch. 54
* MSNBC - Global and national news - Ch. 130

We are also pleased to announce the launch of XM INSTANT TRAFFIC & WEATHER. Powered by Traffic Pulse and The Weather Channel, XM Instant Traffic & Weather will offer listeners in-depth, up-to-date information about road and weather conditions in 21 major metropolitan markets nationwide, 24 hours a day, seven days a week, providing greater detail and more frequent updates than available elsewhere on the radio. The first 15 metropolitan markets are available beginning March 1st. You can visit http://traffic.xmradio.com to hear report samples and learn more about this wonderful new XM service.

There's more good news. 100% Commercial-free music, exciting new programming content, Instant Traffic & Weather - all will be included as part of your basic subscription. There are no new charges or fees.

To accommodate these many exciting enhancements, some channels will change number, category, and/or format, or will be eliminated.
* MTV (ch. 25) and VH1 (ch. 26) will move from Hits to Variety (ch. 155 and 156, respectively).
* Spirit (ch. 63) will move from Urban to Christian (ch. 33)
* Fine Tuning (ch. 104) will move from World to Rock (ch. 49)
* XM Live (ch. 168) will move from Variety to Hits (ch. 26)
* We will no longer carry Special X (ch. 30), Aguila (ch. 90), Vibra (ch. 92), and Tejano (ch. 93).

A new channel lineup card will be mailed to you later this month. For more information about all the changes and to view a new channel lineup immediately, please visit http://lineup.xmradio.com.

Thank you again for your valued patronage and for making XM #1 in Satellite Radio.

Best Regards,
The XM Team